Three Miles High
by paganpunk2
Summary: Dex receives two night time visitors the night after getting off of Totenkopf's island.  Joe/Dex slash with Frankie thrown in.  There's more here than just the menage a trois, so even if you don't like slash you might find it worth a read.


More Joe/Dex slashiness, with Frankie thrown in for fun. If the thought of a threesome disturbs you, you should probably turn back now. This is not pure sex, though, so if you're looking for character development or back story it's worth it to read through and just skip the skin sections. Reviews are marvelous, darlings. Enjoy!

Dex started awake when someone shifted the blankets aside and began climbing into bed with him. "Relax," Sky Captain's voice soothed. "It's only me. Mind a little company?"

"A little late for you to be asking, don't you think?" the engineer mumbled back jestingly as a warm hand rested on his shoulder. Without looking he knew that Joe would be lying on one side, watching him.

"Since I was planning on staying whether you said yes or no, there's really no sense in arguing about it." His hand began to rub in tiny circles across the sensitive flesh at the nape of the other man's neck as he spoke, adoring the delicate bridge between brain and hands that allowed him to be the mechanical virtuoso that he was.

"Nope. Not in that case, there isn't." He turned his head slightly towards his companion without opening his eyes. "How'd you get away from Polly?" he tossed curiously over his shoulder. "I figured you'd be locked up with her tonight. I mean, unless you already…" he trailed off, disappointment heavying his throat at the thought that he might have been relegated to second place in Sky Captain's heart.

Joe's hand froze on the soft skin it had been caressing. "What? Dex, you know I wouldn't do that to you," he replied, shock at the mere suggestion of such a thing clear in his voice. "I would never come to you smelling like someone else. Dex?" he ventured when there was no reply. "Dex, you _do _know that, right?"

"I know," he answered finally, responding to the barely-masked desperation he heard in the other man's tone. "I just…I don't know, you two are all…chummy…again, that's all. I thought maybe…" Before, he had left his eyelids shut because he was exhausted with the events of the past few days. Now he wasn't opening them because they were all that were holding back his stinging tears. His teeth ground together automatically as raw emotion flooded him, searching for the wad of gum that normally would have served as a buffer and not finding it.

"You thought maybe _what_?" Sky Captain demanded, spotting the way Dex's jaw had tightened.

"…I didn't think you'd be in here tonight, that's all. I thought you'd stay with her." The implication was that he would be remaining with Polly for longer than just that evening, and they both knew it. "You seemed very happy earlier today."

"I was happy, Dex. I was deliriously happy. Look at me." After a moment, the engineer obeyed. "I was happy because I had _you_. If I was especially nice to Polly, it was only because I was so elated that you weren't hurt or…" He trailed off, still terrified of the vision that met his mind's eye each time he let the next word slip into his conscious mind. "…Or dead that I wasn't paying attention to what I was doing. You know I wouldn't be that nice to her normally."

"I do. That's why I thought you two were, you know, back together. She certainly seemed to think you were."

"We are _not_, nor will we ever be. Dex…" he trailed a finger down his cheek as he breathed his name. "Do you know how much effort it's taken for me to keep from touching you constantly all evening, just to make sure that you really are here with me? If I had had it my way we would have been locked up in here the moment my feet touched the deck. More than once at that damned celebration dinner Frankie insisted on throwing I seriously considered raising my middle finger to the world and kissing you in front of everyone. I will _never_ be with Polly again, nor any other woman. Not the way I am with you."

"Well, obviously. They lack essential parts for that." He hadn't meant for that to come out as biting as it did, but once it had been said he couldn't take it back. Despite what Joe had just told him, he still suspected that Polly's inky little fingers had got in somewhere during the last few days. He knew how easily Sky Captain's head could be turned; after all, he'd managed the feat himself, and he ranked himself no where near the reporter's level of attractiveness, no matter what Joe said otherwise.

"You know that's not what I meant," came the cold reply, the digits on his neck tightening in a possessive, almost painful grasp. "Dex…I don't want to be with them, but I have to be. If I'm not, this whole thing could come tumbling down around our ears. If the papers can't report on my latest fling, they'll find something, or someone, else around me to focus on, and I will not see you be hounded and beaten down by them the way they've done to others. We've discussed this, haven't we? You said you understood, you said you didn't mind the girls. Has that…have I done something to change that?" His voice nearly broke at the question. "Have I betrayed you?" he added in a quiet whisper.

He couldn't stand hearing him sound so despairing, and the last query was unthinkable. With a low cry, he flung himself at the other man. "No! No, Joe, god, of course not, I just…" Tears ran freely down his face now, unnoticed by their owner but not by Sky Captain, who wiped them away as quickly as he could because the sight of Dex crying made his heart ache miserably. "I'm sorry," the engineer apologized after a short time, his arms still wrapped around their quarry. "I'm sorry, I just…I just wanted you so bad, Joe, the whole time, and…I didn't know if you were safe, and the not knowing was murder. There were moments when I wished that something _had _killed me, during the attack or after, just so I wouldn't have to imagine you lying somewhere hurt or dead, somewhere where I couldn't get to you to help…"

Joe squeezed him tightly, burying his face into the mussed locks that still held a trace of dampness from a pre-bed shower. "Shh," he silenced his apologies. "Shh. I know. I know. It's all right now. I'm right here. Right here," he repeated, rocking back and forth as he cradled him. "God, Dex, I love you so much," he whispered against his scalp. "My life is nothing without you. I'm just a playboy with a plane without you." His fingernails dug slightly into the other man's back. "Don't you _ever_ leave me alone like you were just talking. Don't even think it."

Dex pulled back just enough to look up at him, his eyes nearly black in the shadows. "So long as I can be by your side, Cap, I'm not going anywhere that I can help."

"You'd better not. I might just have to kill you myself if you did." The tiny joke broke through their tears, and they laughed at each other. Their lips met in a soft, longing kiss that deepened quickly, each man trying to relay to the other the intensity of his love. Before long Dex's highly skilled hands were occupied below his lover's waist, and Sky Captain immediately skimmed his own fingers down to the top of the plain boxers that were all the engineer had worn to bed. Just as Dex arched against him, begging for greater contact, a key scraped in the lock and the door opened.

Joe's hand moved from hot skin to cold metal in an instant. Bringing the gun to bear on the door, he issued a low challenge to whomever it was that had seen fit to interrupt them.

"Calm down, Joseph. Do you honestly think I would have let anyone else have the key to this room, knowing what you two were likely up to in here?" Frankie stepped inside without glancing at them, shut the door behind herself, and bolted it securely. When she turned around, the sparkle in her good eye was so intense that it showed even in the murky blackness.

"I didn't know it was you," Sky Captain replied irritably, replacing the weapon beside the bed. "If I had, I wouldn't have stopped what I was doing long enough to pay you any heed."

"Rather to the point this evening, aren't we?" the Manta commander asked cheerfully as she began to unbutton her uniform. "You must have gotten him rather bothered already, then. Excellent work, Dex. I always knew you were good for something," she teased, whipping her clothes off as fast as she could manage. She heard the mechanic chuckle from somewhere in the bed, and her smile spread. It felt good; as stoic as she was when on duty, after hours Francesca Cook was an incurable grinner. The only thing that had yet proven capable of keeping her wearing an around the clock frown had been the three awful words that had dropped out of Joseph Sullivan's mouth that morning; _they've got Dex._ A shiver ran down her spine remembering the note of fear that had been in his voice. She'd wanted to deck him when he'd told her that, wanted to punish him for allowing such a thing to occur, but she had known full well that no one could do anything short of actually taking Dex's life to make him feel worse than he already did, and she'd refrained. Barely.

She had worked out the violent side of her feelings about the situation in the process of getting Sky Captain onto the island. Now, slipping beneath the covers and snuggling up closely behind the modest genius both pilots adored, she reflected that it was high time to take care of the other basic needs that yesterday's news had stirred in her. "Hello, love," she whispered, nipping at his ear to catch his attention. "Glad you're not dead."

Dex leaned back just enough to let Frankie take some of his weight without moving so much that Joe would be hurt or, worse yet, think he was still upset about the way things had appeared with Polly. "Hi, Frankie. Nice to see you, too."

Going along with the playful air currently dominating under the blankets, she slapped his ass lightly. "You'd better be a bit more happy than that to see me, considering what I went through to get lover-boy over there down to your little holiday paradise. Never mind the hell of having to be up here twiddling my thumbs while I waited for something to happen afterwards."

"It's not _my _fault the tail got stuck in the rocks," Joe retorted. "I'd have made it through just fine without you sacrificing your plane if it hadn't been for that."

"Your fault or not, it still kept me from coming with you and satiating my curiosity about whether or not our darling boy here was still in one piece." She ran her hand up and down Dex's arm as she argued, savoring the feel of the discreet but work-hardened muscles, pausing briefly when the figure beside her cried out in alarm.

"_You got the tail of your plane stuck in the rocks?_"

With a quiet laugh, her fingers continued their frolicking. "Did he forget to tell you that part?" she asked. "I suppose he also neglected to tell you how he quite literally glided to a stop topside, seeing as he'd run out of fuel?" She merely smiled at the glare Sky Captain shot at her over the object of their affection's head.

"_You ran out of fuel?"_ He paused. "Well, that's not so unusual for you, actually." The others snorted with mirth as he went on. "I've been meaning to do some modifications on the tail anyway, so that's no big deal. I can always work on the problem with the distance-to-fuel ratio while I'm already in there…"

"Dex," Joe half-sighed, half-guffawed, "there's no problem with distance. Change the tail if you like, but don't worry about the other. You practically blew yourself up the last time you played around with that."

"Cap, you _ran out_ _of fuel_ mid-flight. How is that not a problem?"

"Yes, Joseph," Frankie added, playing devil's advocate and loving it, "do explain how having your engines stall at ten thousand feet was a plus."

"I flew from New York to Nepal and partway back without refueling," Joe stated exasperatedly. "No plane that you haven't had your hands in could boast anywhere near that kind of distance, Dex. There's no problem. Leave it be." Looking at the clearly amused commander whose hand was currently snaking down between the two men's stomachs, he arched an eyebrow. "And you keep out of this, Frankie. We've got enough work to do when we get home without adding to the list." She grinned back at him coyly, but said nothing.

"The distance you could fly with full tanks almost doubled the last time we modified it," Dex's voice pondered from between them. "I'll bet if we tilt the wings just a smidge-"

"Dex," Joe tried to cut him off.

"Maybe I should take another look at the angles between the nose and windshield, see if we can't cut some resistance off with a sleeker design-"

"Dex!"

"I wonder if I can get a sample of that new alloy they've been working on at Daimler-Benz. It's supposed to be much lighter than what your plane's made of now, Cap. If I can reverse-engineer it and make enough to rebuild the frame, gosh, that would cut…" he was silent for a second or two, calculating, "almost a hundred pounds off of the total frame weight, if what I've heard about it is true. I mean, of course we'd have to test it first, just because it makes good race cars doesn't mean it will stand up to the stresses of flight, especially the way you fly sometimes, but-"

"_Dex!_ Would you just…" he trailed off as Frankie shot him a warning look. "Just leave it for now, alright? It's fine," he said a bit more gently, shaking his head as he tried not to laugh at the eagerness with which the younger man had forgotten everything else to concentrate on bettering his plane.

"Okay, Cap," the engineer shrugged. If Joe didn't want him to improve his plane right now, that was fine. He'd just do it when he wasn't looking, and then surprise him with it. There was no way Dex was letting his Sky Captain leave the hangar in anything less than the best aircraft he could conjure up. "Just thinking out loud, that's all."

"Better things we could be doing right now, boys," Frankie reminded them, sliding her hand down inside of Dex's boxers so suddenly that he gasped and jerked forward as she gripped him. "I told you I missed you, didn't I? But I don't think I've expressed just how _much _I missed you," she half-laughed, leaning over to whisper hotly into his ear.

"I, uh…I believe you," he stuttered, his eyes squeezing shut as his teeth dug into his lower lip to hold back a moan.

Sky Captain stared down at him, utterly entranced by the look on his face. "Joseph!" The exclamation broke through the haze of sex clouding his mind. "Are you seriously just going to lay there and watch me ravish him all by myself?" Regaining his senses enough to realize that he was positively aching to pick up where they'd been interrupted earlier, he dragged his tongue against the shining white teeth buried in soft, pink flesh, purposefully dislodging them so that he could press his lips down. A sweet, needy wail pushed forward from Dex's mouth and into his own, and he couldn't keep from shoving the man flat against the mattress, one hand streaking over every part of his body that he could reach as the other took over where Frankie had been working.

The commander, in response to the coup, retreated enough to give the pair room to writhe but stayed close enough that she could feel the heat pouring off of them. In what could not have been more than seconds, all three had stripped or been stripped of their last garments. Other women might have felt scorned watching the two men moving passionately against one another while they lay by themselves a short distance away, every inch of skin bared and waiting, but Francesca Cook was a far cry from most other women. Instead of making her look away in disgust or self-pity, the sight of the two most important people in her life making love only inches from her delivered a massive jolt to her libido. Her hand dived down between her legs, as determined in its mission as she and Joe had been in theirs only twelve hours before.

She had had the forethought to purposefully wet her fingertips in the pre-cum that had escaped Dex just before she'd been shoved out of range, and now she used that slickness to ease the digits' entry into herself. Her thumb performed motions that the mechanic's tongue – equally, in her opinion, as skilled as his hands - had instructed her in during previous bouts, and her hips rose and fell in time first with one man, then with the other, and back again. Her free hand stretched forward and stroked the entwined bodies, nails titillating every inch she touched. She had no preference as to which of them she was in contact with at any given second, although she would admit to herself later that it was when Dex opened his eyes just long enough to lock gazes with her that she came the first time. His hand came down off of Joe's back exactly long enough to give her nearby fingers a brief, tight squeeze and trip divinely across her trembling stomach, and that was all it took to stretch her first orgasm into a second.

He lost control almost directly after, and Sky Captain was barely behind him. All three lay silent, saving the air they were gasping so strenuously for and soaking in each other's post-coital glows. Aware that he was half-crushing the man he was on top of, Joe shifted over towards the edge of the bed as soon as he had the strength, then spooned up behind his partner contentedly. Frankie slid forward, dropped a brief kiss on the sated mechanic's lips, and rested a hand against his chest. The steady murmur of his heartbeat under her palm was the final ingredient she needed to complete her relief, and she emitted a pleased groan as Dex's arm moved to pillow her head. Someone pulled the blankets back up, and they lay like that for some minutes, no words being spoken, occasionally caressing one another here or there as if they had all the time in the world.

Sky Captain was nearly asleep when the body pressed against him shifted uncomfortably, stopped, and then shifted again. "Mmm?" he asked.

"Nothing. Go back to sleep." Not wanting to disturb the other two, Dex tried not to move. His leg ached terribly, a deep, nasty bone pain that he couldn't shake. Finding slumber impossible, he sighed quietly.

"Are you all right?" Frankie asked with a hint of concern, pushing closer as she did.

"Mm-hmm," he groaned back, trying to hide the agony he was feeling. Frankie's breath breezed against his chin, once, twice, a third time, and finally he extended his neck just enough to kiss her gently in what he hoped was a reassuring manner. "I'm fine."

"You're a terrible liar, love."

"It's nothing, really," he insisted.

"Joseph," she spoke more loudly. "Wake up."

"Really, don't worry about it-"

"What is it?" Joe asked, his eyes dragging themselves open.

"Where is it, Dex? Come on, out with it, no more games," she insisted, holding his gaze.

"It's just a cramp," he persisted, shifting a little under the bottomless liquid stare she was treating him to. "Like I said, I'm fine."

"All right, a cramp. That's easily enough solved. Where is it?"

"Frankie, it's fine. It'll go away on it's own." He wished it really _was _just a tight muscle or two, but he knew better. He'd seen the way his leg looked where the wall had fallen on it, and the spot further up where the giant robot had grabbed him didn't look much better. A warm shower had lessened the pain somewhat and a couple of painkillers had done the rest, but that had been several hours and an intense sexual encounter in the past. He wasn't really surprised that it was starting to hurt again now, but it would have been much more convenient if it had waited until the other two were asleep. At least then maybe he would have been the only one woken up by it. _Maybe I could have even avoided going through the third degree with Frankie,_ he thought dolefully.

"Dexter Raymond Dearborn, do _not _make me tickle you to get the answer. Or are you forgetting that I know all of your most sensitive spots?"

"…Raymond? Really, Dex? That's awful," Joe's voice threw in behind him.

"Gee, thanks," he retorted.

"How did I not know about that?" Sky Captain demanded. "I could have been teasing you mercilessly all this time."

"It was my grandfather's name. And you don't really want me to start calling you by your actual first name in public, do you, _H._?" Dex shot back pointedly.

"I was amazed that he actually put it on his door," Frankie threw in. "My money was on you letting it slip quietly into oblivion, Joseph."

"I won that bet," the engineer recalled, a pleased grin dancing over his face and then twisting into a grimace as pain ripped up his leg. "My prize didn't hurt this much," he added, trying to joke and failing. "Felt a lot better, in fact."

Now Frankie was sitting up, an atrocious frown twisting her lips as she noted the tension drawing lines between his eyebrows. "What is it, Dex? Tell me now, or I'll find it on my own."

"You'll make a really scary mother someday, Frankie," Dex ground out between clenched teeth. "It's just a cramp."

"If it really is just a cramp, then why won't you tell us where it is?" Sky Captain asked skeptically, also moving into a seated position. "Considering what we just did, you can hardly be prudish about a simple cramp."

He knew when he was beat. If he didn't give in now, the odds were very good that one of them would pin him down while the other searched for the cause of his discomfort. _And if they don't find it the first time, they'll probably switch places and start all over again, _he added wryly to himself_. _"It's in my leg," he finally admitted, closing his eyes as they both crawled down the mattress to examine the problem. To his mild surprise, there wasn't an immediate outcry when the blanket was pulled back.

"Have you got a light handy, Joseph? I can't see a bloody thing down here," Frankie asked after a moment.

"Dex, be a good boy and turn the lamp on, would you?"

"It would be completely useless for me to refuse, right?" he asked when he had sat up and poised his hand on the knob.

"Right," they responded simultaneously, both voices now carrying a hint of steel.

"Okay, but remember, you asked for it," he warned, shading his face as he let power flow to the bulb.

There was a split second of absolute silence. "Good lord, Dex, what on earth happened?" Frankie demanded.

"You said you weren't hurt!" Joe tacked on, gripping his leg tightly but tenderly above and below the bruises that stretched from ankle to. "Don't move."

"I'm not hurt," he tried to argue. "If I was, I would have been limping, or bleeding, or…something."

"You _were _limping a little when you arrived," the Manta commander recalled. "I meant to ask you about it, but you were walking fine later on so I let it go." She shook her head. "I see now that I shouldn't have."

"What did that bastard do to you?" Sky Captain uttered angrily.

"Cap, relax. You already foiled a dead man's plans, what more are you going to do to him? Besides, it's not all from the machines."

"_All_? There's more?"

"No," Dex said forcefully in an attempt to calm the other man before he insisted on a head-to-toe inspection. "It's just the leg. I meant that part of the hangar fell on it before the robot grabbed me."

"A wall falls on your leg, and you call that not hurt? Are you sure it didn't hit you in the head as well?" Joe asked sarcastically.

"I'm in no worse shape than you are."

"_I _have a few scrapes and cuts. Minor cuts, I might add. This is…this is…" he flailed his hands at the swollen limb.

"Ridiculous to be worrying about, considering the injuries you've tried to blow off in the past?" Dex suggested archly, crossing his arms.

"Half of your leg is _black_ with bruises. Not worrying about it is what's absurd."

He opened his mouth to reply, but as he did Frankie's cool fingers started to probe at the damaged area, turning his riposte into a half-stifled moan. She turned knowing eyes on him. "I thought you said it was nothing."

"If you would quit poking at it, it would be fine." She pressed again, a little harder this time, and her brow knit severely as his eyes nearly rolled back in his head.

"Lie back down this very instant," she demanded.

"I'm _fine_."

"No, you aren't. You've just been taking too much passive instruction from your employer. Maybe this example of his work will cause him to be a little bit less stubborn about certain things in the future. Now, Dex. I will come up there and make you, you know."

"Is that a promise?" he sighed defeatedly as he sank back against the headboard.

"There could be a small fracture or two in there," Frankie mused, ignoring his comment.

"We should get an x-ray," Sky Captain agreed.

"It doesn't need an x-ray," Dex called down to them. "Aren't I exposed to enough radiation as it is?" The other two exchanged a look; he had a point.

"All right," Frankie said finally. "No x-ray for now. But you're going to the infirmary to have it looked at in the morning. These are some awfully deep bruises. They might clot."

He thought about arguing, but the idea of dropping dead from something as undignified as a clot held him off. "Yeah, okay. In the morning, though, not now."

"Good!" Patting his knee with a gentleness most people would not have suspected she possessed, Frankie climbed out of the bed. "I'm going to get a cold cloth for that. Do you want an aspirin?"

"Two?"

As water ran in the bathroom, Joe laid back down beside him, pulling him close. "Don't do that," he whispered.

"Don't do what?"

"Don't hide things like that. Don't cover them up."

"I knew you'd just worry. It's not a big deal. If I was really hurt, I would tell you, Cap."

"You _are_ hurt, whether you want to admit it or not, Dex. Your leg looks terrible."

"Well, it obviously wasn't hurting that bad until a few minutes ago, since I ignored it long enough for us to have sex."

"Yes, but that's not the point."

A cold cloth landed on the still-outstretched limb. "There. That ought to bring it down some by morning." Stretching out, she crawled back into bed with them. "Warm enough?" she asked as she handed him the two pills he'd requested.

"Mm-hm," he murmured. "Thanks." Popping the aspirin into his mouth, he swallowed them dry.

"I didn't bring you anything to take those with, did I?" she remembered suddenly, moving to get up. Dex grabbed her wrist, stopping her.

"I already took them," he told her, mumbling tiredly as the cold relieved the worst of the pain in his leg.

Frankie exchanged a knowing look with Sky Captain. "Did anyone ever tell you that you're adorable when you're exhausted?" she queried of the engineer as she dropped her head onto his shoulder.

"Dunno…hey, Cap?"

"What is it, Dex?" he mumbled into his hair.

"You can be with Frankie, too. I don't mind her like I do the others."

With that thought voiced, he slipped off into sleep, warmly cocooned between two people whose greatest secret was that they could not live without him.

"What is he talking about?" the Manta commander asked after a second spent trying to puzzle out his meaning.

Joe was laughing quietly, his hand curved around the back of Dex's slumbering head. "He was upset with me earlier, when he thought I was back with Polly."

"Well, you can hardly blame him for that."

"I'm _not,_" he clarified. "I told him that I would never be with Polly or any other woman like I am with him. He's apparently decided that he can live with you and I being together, however."

"Considering what we all just did in the same bed, I wouldn't have thought that was news."

"He didn't mean sex. He knows I have to be with other women in that sense. Besides that, you might recall that this isn't exactly the first time we've all three landed beneath the same covers wearing nothing more than grins."

"Far from it," she agreed. "The relationship bit, then?"

"Right."

It was her turn to laugh. "I know better than that, Joseph. No one in the world could take his place in your heart, or come anywhere near to doing so." She paused. "Sometimes I wonder if I'd have been better off never introducing you to him in the first place. You were both just so much fun apart, I couldn't help but wanting to see what you might be like together."

"Better off, Frankie? You're not getting tired of our little triangle, are you?"

"No, of course not. I just wonder how things might have been different. I had no reason to suspect that you would turn out to be anything more than good friends. After all, you never showed even the slightest hint of being attracted to men before you met him."

"I am not attracted to men," Joe countered a little icily. "Just Dex."

"And he's not a man?" she stabbed back.

"Don't be absurd. Of course he is. But…he's also Dex, and that supersedes everything else. I'd have fallen for him whether he was a man or a woman. Although a woman would have been slightly more convenient, given the times…"

"Quite," she agreed. "In either case, at least we're all here together."

"Francesca Cook, you almost sounded wistful for a moment there."

"Wistful? Hardly. Just…thoughtful." She stared at him hard in the darkness. "If, by some awful chance, you hadn't found him alive…"

"You would have been first on my list, Frankie, provided that I decided it was worth trying to exist in a world without him."

"You'd be miserable. You know you would be."

"Yes, but at least you would understand why. You love him as much as I do." He grinned. "He just happens to love me a little more."

"I noticed," she replied archly. "Like I said, though, what if I'd never introduced the two of you?"

Sky Captain was quiet for several minutes. "It's simple, really. I'd be dead somewhere in Manchuria, because you and Dex wouldn't have joined forces and no doubt other things to rescue me, and you would be sleeping exclusively with _your_ resident genius rather than dabbling in threesomes."

She grimaced, knowing that what he was saying was probably true. "On second thought, I prefer it this way," she announced eventually.

"Me too, Frankie. Me too."


End file.
